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What information do we need to incorporate an ApS in Denmark?

In this blog, we describe what information we need to incorporate an ApS in Denmark. An “ApS” is a Danish limited liability company structure and this is the most common type of limited liability company in Denmark. It requires a minimum share capital of 40.000 DKK.

What information do we need to incorporate an ApS in Denmark?

What information do we need to incorporate a new ApS in Denmark?

In this blog, we describe what information we need to incorporate a new ApS in Denmark.

An “ApS” is a Danish limited liability company structure.

The long version in the Danish language of “ApS” is “Anpartsselskab”.

This is the most common type of limited liability company in Denmark.



1: Company name

You need to decide on a company name before you incorporate the ApS.

The company name should end with “ApS”, which is an abbreviation of “limited liability company” in danish.

There are no rules in terms of the company name itself, you just need to make sure, that it is not in use already.

You can check the company name in the Danish Business Registry yourself.

There is an English version of the website as well.

The link to the Danish Business Registry you will find here:

Link to the Danish Business Registry

Also, we recommend, that you check if a website domain currently is in use with the preferred company name since that could indicate, that someone else is already using the company name. We recommend our clients to use Simply – but you can of course use any domain service provider of your own choice:

Link to Simply





2: Company address

You will need a company address in Denmark, in order to incorporate the ApS.

If you do not have a company address already, then we have found a few virtual office address companies, that you can use.

Just contact them and inquire about their pricing.

Say that you need an address for the company, that can be used for the company registration.

We have gathered 4 links for you here:

kontorservice.dk
regus.dk
virtuelt-kontor.dk
symbion.dk (only for IT-companies)

Some clients use their private address in Denmark as the company address, this is of course only relevant for residents of Denmark, and even though this is normally accepted by The Danish Business Authority, it is not officially allowed.

So you might experience problems with this later.

However, we very rarely see any issues with this.


3: Identification of shareholders and management

We need to identify shareholders that own or control 25% or more of the company, and the management of the company as well.

This is due to the anti-money laundering (AML) legislation in the EU.

In general, there are 4 different types of participants in a danish limited liability company:

Non-resident individuals
Resident individuals
Non-resident companies
Resident companies


Non-resident individuals

If a non-resident individual will own a 25%, or larger, shareholder stake in the ApS, or if a non-resident individual will manage the company, then we need the following information and ID from each non-resident shareholder and manager:

– Name
– Address
– TIN-number (tax ID number)
– National ID number
– Scan of passport
– Scan of driver’s license or other picture ID
– A utility bill or a private bank statement stating the person’s name and private address


Resident individuals

If a resident individual of Denmark will own a 25%, or larger, shareholder stake in the ApS, or if a resident individual of Denmark will manage the company, then we need the following information and ID from each resident shareholder and manager:

– Name
– Address
– Passport
– Yellow danish health insurance card


Non-resident companies

If a non-resident company will own a 25%, or larger, shareholder stake in the ApS, then we need the following:

– A company extract from the local business authority (max. 3 months old)
– Articles of Association
– Articles of Incorporation (Memorandum of Incorporation)
– Ownership log
– ID on shareholders and management (see ID requirements for individuals above)

Please note that all company documents should be translated into English.


Resident companies

If a resident company will own a 25%, or larger, shareholder stake in the ApS, then we need the following:

– A company extract from The Danish Business Authority (“Registreringsbevis”)
– Articles of Association (“Vedtægter”)
– Articles of Incorporation (Memorandum of Incorporation) (“Stiftelsesdokument”)
– Ownership log (“Ejerbog”)
– ID on shareholders and management (see ID requirements for individuals above)





4: Board of Management

An ApS does not require a Board of Management.

However, you can choose to have a Board of Management.

If you want to have a Board of Management, then we need the names of all the members of the Board of Management.

We recommend not having a Board of Management in small companies since it will often be the same people in the Board of Management and in the management.


5: Management

An ApS can have 1 or more managing directors.

A director does not have to be a resident of Denmark.

We need:

– The names of the director(s)

If the company will have more than 1 director, then we also need to know, if 1 director can sign on behalf of the company, or if all the directors need to sign in conjunction.


6: Ownership log

An ApS can have 1 or more owners.

The owners can be either individuals or companies.

We also call the owners “shareholders”.

The ApS is required to keep an Ownership log, of who owns the shares in the company.

We need the following information from you:

– How many shares do you want in the ApS?

We recommend that each share has a value of 1 DKK. That way, if the equity is 40.000 DKK, then there will be 40.000 shares to divide between the shareholders.

– Names of the shareholders
– Nominal value in DKK of the shares owned by each shareholder (f.ex. 40.000 DKK)
– How many shares the shareholder owns (f.ex. 40.000 shares)

If you are the sole shareholder in the company, and the equity is 40.000 DKK, then you own a nominal value of 40.000 DKK and 40.000 shares in the ApS.


7: Date where you want to incorporate the ApS

We need to know what day the company will start activities.

It is important that you register the company, from when you start having expenses or sales.


8: VAT registration

We need to register the company for VAT if the annual revenue (sales) is expected to exceed 50.000 DKK.

If your revenue is less than 50.000 DKK per year, then you can choose to wait to register for VAT.

But then you will also lose the ability to claim VAT refunds.

Almost all companies need to register for VAT.

Only a few types of companies are not required to register for VAT.

Mainly it is companies involved in either healthcare or education since these can sell VAT-exempt services.

Please ask us, if you are not sure, if VAT applies to your company.

NB: Be aware that the VAT registration usually falls into place 1-2 weeks after the incorporation of the ApS. Sometimes the tax office will ask some questions before they approve the VAT registration. If so, you will receive a letter by post.





9: Employer registration

If you expect to have employees, then the company has to be registered to have employees.

If you are the only person working in the company, and if you do not require a salary from the beginning, then you do not have to register as an employer at first.

We can always add the employer registration later.


10: Import registration

We need to register the company for import if you expect to import goods to Denmark from outside the EU.

Once the company is registered for import, you will receive an EORI registration number, which is used in the EU, to identify you as an importer.

During the import registration process, we need to consider, how you want to pay import duties.

Most companies choose to pay import duties using a credit scheme offered by the tax office.

We will ask you for more details relating to this, when relevant for the registration.


11: Export registration

We need to register the company for export if you expect to export goods from Denmark to countries outside the EU.

Please note, that if you are registered as an importer, then it makes good sense to register as an exporter also, in case you need to return goods since this is considered an export.


12: Activities

We need a small description of what activities the company will be involved in.

The description is public, so keep it short and precise.

One or two lines are enough.

It could be something like: “The scope of the company activities is to provide consultant services.”

Based on your description, we will find a matching 6-digit activity code.

You are also welcome to try and find your activity code, using this link here:

Link to activity codes


13: The general fiscal year and the first fiscal year

We need to know, what general fiscal year the ApS will use.

We recommend following the calendar year (1.1-31.12).

The first fiscal year can be up to 18 months long.

If the company f.ex. starts on 1 July 2022, then the first fiscal year can end on 31 December 2023.

It will save you the cost of an annual report for 2022 if you use the long fiscal year (1.7.2022-31.12.2023, 18 months).

Then you only need to submit the first annual report covering both years 2022/2023.


14: Share capital

The minimum required share capital for incorporating an ApS is 40.000 DKK.

You can choose a higher share capital if needed.

The required initial share capital for the ApS is transferred to the lawyer’s bank account for verification.


15: Audit

Small companies in Denmark do not require an audit if they do not exceed 2 out of these 3 limits during the first year:

4 million DKK in total assets
8 million DKK in revenue
12 employees (averagely)

Later on, the company will only need an audit, if 2 of these 3 limits are exceeded during 2 concurrent fiscal years.

Despite these rules, you can decide to be audited regardless.

We do not recommend audits for small companies, since the cost of an audit is very high in Denmark.

Typically in the range of 25.000-50.000 DKK + VAT per year.

If you want an audit, you need to inform us.

In general, we always register a new ApS without an audit requirement.





Payments needed prior to us being able to incorporate the ApS

You will need to make a prepayment of the incorporation costs, which totals:


Price for incorporating an ApS

Fee to Dania Accounting: 3.000 DKK + VAT
Fee to lawyer: 1.198 DKK + VAT
Fee to Business Authority: 670 DKK + VAT
Extra compliance fee if non-resident: 400 DKK + VAT

In total for residents: 6.085 DKK incl. VAT

In total for non-residents: 6.585 DKK incl. VAT


Transfer details

Receiver: Dania Accounting ApS
Amount: 6.085 DKK + 500 DKK if non-resident shareholder or director
Reference: (Write the name of the ApS so we can identify the transfer)
Bank: Nordea
Sort code: 2355
Bank account: 6298102135
IBAN: DK1120006298102135
SWIFT: NDEADKKK

NB: You receive the invoice from us after the incorporation so the ApS can get the VAT reimbursed.

You can see a more detailed breakdown of the price here



Required share capital to incorporate an ApS

The required minimum share capital to incorporate an ApS is 40.000 DKK.

The amount is transferred to the lawyer’s bank account for verification.

We will send the payment details to you when we start the incorporation process since we need to get a reference from the lawyer before you make the transfer.

The share capital will later be transferred to the company’s bank account, once you have opened a bank account for the new ApS.

You can open a bank account after the ApS is incorporated.

The bank account needs to belong to the new ApS.

The bank account can be either a danish bank or a foreign bank (f.ex. Revolut).

Read more about opening a bank account for an ApS here

The share capital can be used to pay for costs and does not have to be deposited into the bank account.

However, there are rules that need to be followed, in terms of what costs you can pay for.

F.ex. it has to be company costs – and owners are not allowed to withdraw money from the bank account for their private expenses.


FAQ

Here you will find a series of podcasts we made, that cover the most frequently asked questions relating to incorporating a new ApS in Denmark:


Do you need a danish bank account when incorporating a limited liability company in Denmark?


What is the company income tax and dividend tax rate for limited liability companies in Denmark?


What is an ApS?


Do I actually need an auditor to audit my annual report?


How do you pay income tax from your employee’s salaries?


How to submit invoices to us for booking?


How to pay VAT or how to get a VAT refund?


(Last update of this blog: 3.7.2022)